<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
Commission file Number 0-24004
HOLLINGER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3518892
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
401 North Wabash Avenue, Suite 740, Chicago, IL 60611
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(312)321-2299
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT MAY 3, 1996
Class A Common Stock
par value $.01 per share 58,065,754 shares
Class B Common Stock
par value $.01 per share 14,990,000 shares
<PAGE> 2
INDEX
HOLLINGER INTERNATIONAL INC.
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 1
Item 2. Management's Discussion and Analysis
of Results of Operations
and Financial Condition 7
PART II. OTHER INFORMATION
Item 6. Exhibits and reports
on Form 8-K 13
Signatures 14
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
HOLLINGER INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1996 and March 31, 1995
(Amounts in Thousands, Except Per Share Data)
Three Months
1996 1995
Operating Revenues:
Advertising $ 160,357 $ 151,621
Circulation 76,049 59,466
Job printing 12,621 11,563
Other 4,866 4,106
-------- --------
Total Operating Revenues 253,893 226,756
-------- --------
Operating Costs and Expenses:
Operating costs 202,803 176,092
General and administrative 24,436 20,991
Depreciation and amortization 12,841 12,603
Allocable expense from Hollinger Inc. 1,940 1,537
-------- --------
Total Operating Costs and Expenses 242,020 211,223
-------- --------
Operating Income 11,873 15,533
-------- --------
Other Income and (Expense):
Interest expense, net (12,564) (10,761)
Equity in earnings of affiliates 3,407 5,728
Non-operating income 2,501 12,499
-------- --------
Total Other Income and (Expense) (6,656) 7,466
-------- --------
Earnings (Loss) before Income Taxes, Minority
Interest, and Extraordinary Item 5,217 22,999
Provision for Income Taxes 1,700 7,314
-------- --------
Earnings (Loss) before Minority Interest
and Extraordinary Item 3,517 15,685
Minority Interest 5,421 7,944
-------- --------
Earnings (Loss) before Extraordinary Item (1,904) 7,741
Extraordinary Loss on Debt Extinguishments (2,150) -
-------- --------
Net Earnings (Loss) $ (4,054) $ 7,741
======== ========
Earnings (Loss) per Common Share:
Earnings (Loss) before Extraordinary Item $ (0.03) $ 0.14
Extraordinary Loss on Debt Extinguishments (0.03) -
-------- --------
Net Earnings (Loss) Per Share $ (0.06) $ 0.14
======== ========
Weighted Average Shares Outstanding 66,056 56,956
======== ========
-1-
<PAGE> 4
HOLLINGER INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of March 31, 1996 and December 31, 1995
(Amounts in Thousands)
<TABLE>
<CAPTION>
Mar. 31, Dec. 31,
1996 1995
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 92,684 $ 23,810
Accounts receivable, net 140,633 134,511
Inventories 23,164 25,684
Other current assets 13,618 13,562
--------- ---------
Total Current Assets 270,099 197,567
Property, Plant, and Equipment, net 189,461 193,407
Intangible Assets, net 526,972 529,694
Investments in Affiliates 478,566 463,527
Other Assets 187,504 185,910
--------- ---------
Total Assets $1,652,602 $1,570,105
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 36,576 $ 38,646
Accrued expenses 64,758 50,874
Deferred revenue 24,489 22,902
Income taxes payable 7,128 12,390
Bank loans 9,157 147,866
Current installments of long-term debt 55,154 27,552
Due to Hollinger Inc. 4,074 21,512
--------- ---------
Total Current Liabilities 201,336 321,742
Long-Term Debt 509,857 446,234
Other Long-Term Debt 102,583 103,135
Total Liabilities 813,776 871,111
Minority Interest 97,738 97,298
Redeemable Preferred Stock 306,608 306,452
Stockholders' Equity 434,480 295,244
--------- ---------
Total Liabilities and
Stockholders' Equity $1,652,602 $1,570,105
========== =========
</TABLE>
-2-
<PAGE> 5
HOLLINGER INTERNATIONAL INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1996 and March 31, 1995
(Amounts in Thousands)
<TABLE>
<CAPTION>
1996 1995
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings (loss) $ (4,054) $ 7,741
Items not involving cash:
Depreciation & Amortization 12,841 12,682
Equity in affiliates (2,896) (5,427)
Minority interest 5,421 7,944
Gain on sale of investment - (11,968)
Other non-cash items 2,316 4,495
Changes in working capital, net 2,086 (28,906)
-------- --------
Cash Provided By (Used) In
Operating Activities 15,714 (13,439)
-------- --------
Cash Flows From Investing Activities:
Capital expenditures (4,051) (5,764)
Proceeds from sales of assets 2,484 163
Acquisitions, net (5,071) -
Collections on long-term receivable 2,568 2,566
Other investing activities 1,196 1,400
-------- --------
Cash (Used) In Investing Activities (2,874) (1,635)
-------- --------
Cash Flows From Financing Activities:
Changes in debt (70,806) (10,325)
Changes in due to Hollinger 4,395 (72,811)
Proceeds from common stock 141,511 -
Dividends to minority interests (3,207) (2,116)
Cash dividends paid (7,852) (584)
Other financing activities (7,942) 406
-------- --------
Cash Provided By (Used) In
Financing Activities 56,099 (85,430)
-------- --------
Effect Of Exchange Rate Changes On Cash (65) 2,948
-------- --------
Net Increase (Decrease) In Cash 68,874 (97,556)
Cash At Beginning Of Period 23,810 117,425
-------- --------
Cash At End of Period $ 92,684 $ 19,869
======== ========
</TABLE>
-3-
<PAGE> 6
HOLLINGER INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Unaudited Financial Statements
This report updates the Company's Annual Report on Form 10-K for the year
ended December 31, 1995, in accordance with the instructions to Form 10-Q. It
is presumed that the reader has already read the Company's Annual Report on
Form 10-K.
The accompanying financial statements are unaudited, but have been
prepared in accordance with generally accepted accounting principles for
interim financial information and in accordance with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. The interim financial statements
contained herein do not include all of the footnotes and other information
required by generally accepted accounting principles for complete financial
statements, as provided at year end.
The reader is reminded that the results of operations for interim periods
are not necessarily indicative of the results for the complete fiscal year.
Note 2 - Principles of Consolidation and Presentation
The Company is a subsidiary of Hollinger Inc., a Canadian Corporation,
which owns approximately 66.5% of the combined equity ownership interest and
approximately 88.2% of the combined voting power of the outstanding Common
Stock of the Company.
These unaudited financial statements present the accounts of Hollinger
International Inc. and its subsidiaries (the "Company"). The Company's
principal operating subsidiaries are the Chicago Sun-Times, Inc. and
subsidiaries ("CST"); American Publishing Company and subsidiaries ("APC"); and
The Telegraph plc and subsidiaries ("Telegraph"). The Company's principal
operating affiliates (accounted for on the equity method) are John Fairfax
Holdings Limited and subsidiaries ("Fairfax") and Southam Inc. and subsidiaries
("Southam"). The Company's other significant subsidiaries are Hollinger
International Publishing Inc. ("Publishing"); the Sun-Times Company ("STC"); DT
Holdings Limited ("DTH");and First DT Holdings Limited ("FDTH"). "Jerusalem
Post" refers to the subsidiaries of the Company which publish THE JERUSALEM
POST.
-4-
<PAGE> 7
All significant intercompany balances and transactions have been
eliminated. Prior period amounts include all reclassifications necessary to
conform to current presentations.
Note 3 - Sale of Subordinated Notes and Common Stock
During the first quarter of 1996, the Company sold $250.0 million
principal amount of 9.25% Senior Subordinated Notes, through Publishing, and
16.1 million shares of Class A Common Stock at $9.25 per share. The combined
net proceeds of these sales were $384.6 million. This was used to repay
$130.0 million of short-term bank debt, $160.0 million of long-term bank debt,
and $20.8 million of short-term debt due to Hollinger Inc., plus accrued
interest in each case. The remaining proceeds were added to the Company's cash
and cash equivalents for use in general corporate purposes.
Note 4 - Extraordinary Item
The extingishment of three credit facilities prior to their expiration
dates required the recognition of a loss on extinguishment of debt of $3.5
million before tax benefits of $1.3 million. The loss represents the write-off
of unamortized deferred financing fees.
Note 5 - Subsequent Events
On April 24, 1996 the Company announced a proposal to acquire all of the
outstanding ordinary shares of Telegraph not presently controlled by the
Company for 560p ($8.46) per share, plus a special cash dividend of 10p ($0.15)
per share and a contingent cash payment if Telegraph's 24.7% interest in
Fairfax is sold in the next two years at a price (net of any tax incurred in
the disposal or distribution of disposal proceeds) in excess of
$3.00(Australian) per share. The per share amount of any such additional cash
payment will be paid pro rata to minority shareholders of the Telegraph. The
acquisition would take place via a "scheme of arrangement" under Section 425 of
the English Companies Act of 1985 ("Plan") and will require the approval of a
majority in number, representing three-fourths in value, of the relevant
minority holders of Telegraph shares present and voting at meetings of
Telegraph's shareholders, as well as approval of an English court.
The total consideration payable by the Company (not including the special
dividend to be paid by Telegraph or the contingent payment related to Fairfax)
is estimated at approximately $420 million, based on recent exchange rates.
-5-
<PAGE> 8
The Company has received commitments for bank credit facilities and bridge
financing from The Toronto-Dominion Bank and Toronto Dominion Capital,
respectively, to provide the necessary financing for the transaction. In
addition, the Company is considering raising up to $150 million in equity
financing, subject to market conditions, which may be used to reduce or repay
indebtedness to be incurred in connection with the Plan. Consummation of the
Plan is not conditioned upon any such equity financing.
On April 30, 1996 the Company concluded a strategic trade of several
newspapers with Garden States Newspapers, Inc. The Company acquired the
TRIBUNE-DEMOCRAT in Johnstown Pennsylvania, with a daily circulation of 47,000,
in exchange for six smaller daily newspapers, several weekly newspapers, and an
undisclosed amount of cash.
-6-
<PAGE> 9
HOLLINGER INTERNATIONAL INC. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
OVERVIEW
The Company's business is concentrated in the publishing, printing, and
distribution of newspapers and is divided between the United States Newspaper
Group and the International Newspaper Group. The United States Newspaper Group
consists of the Chicago Group, comprised of the CHICAGO SUN-TIMES and suburban
newspapers in the Chicago metropolitan area and American Publishing Company,
comprised of the Company's community newspapers, operating in 29 states, and
(for reporting and administrative purposes) Jerusalem Post. The International
Newspaper Group includes the operating results of the Telegraph and the
Company's equity share in the earnings of Fairfax and Southam.
Results of Operations
The Company experienced a loss of $4.1 million, or 6 cents per share, in
the first quarter of 1996. This compares with earnings of $7.7 million, or 14
cents per share, in 1995. The net loss for 1996 before extraordinary items was
$1.9 million, or 3 cents per share, compared with earnings of $7.7 million, or
14 cents per share, in 1995.
The comparison of year over year net earnings was affected negatively by a
number of nonrecurring items, including a gain on the sale of an investment by
Telegraph in 1995, net costs of a new magazine for THE SUNDAY TELEGRAPH, and
costs associated with the termination of senior executives and redundancy costs
related to the opening of a new printing plant at Fairfax. These nonrecurring
items caused a $5.8 million, or 10 cents per share, reduction in earnings
comparisons between the two first quarters. Earnings were also negatively
impacted by newsprint and other paper costs that escalated rapidly during 1995
and entered 1996 at much higher levels than in the first quarter of 1995.
Fortunately, newsprint prices appear to have peaked and seem to be trending
downward. Nevertheless, the effect of the increase in newsprint and other
paper costs for publications that were included in both years amounted to
approximately $10.1 million, or 15 cents per share. Without the effects of
nonrecurring items and increased newsprint and other paper costs, earnings
before extraordinary items would have been $9.3 million in the first quarter of
1996 and $3.0 million in 1995.
Total revenues for the Company's first quarter increased 12% to $253.9
million from $226.8 million last year, largely due to increased cover prices in
the United Kingdom and to revenue contributed by community newspapers that were
acquired in the last quarter of 1995. Depreciation and amortization increased
by $0.2 million, reflecting the 1995 purchase of community newspapers offset, in
part, by a $1.8 million decrease that results from a re-evaluation of the
remaining useful life of certain intangible assets.
-7-
<PAGE> 10
<TABLE>
<CAPTION>
Three Months Ended March 31,
---------------------------
1996 1995
---- ----
Amount Percent Amount Percent
------ ------- ------ -------
(dollar amounts in thousands)
<S> <C> <C> <C> <C>
Operating Revenues:
United States Newspaper Group $142,347 56.1 % $129,770 57.2 %
International Newspaper Group 111,546 43.9 96,986 42.8
-------- ----- -------- -----
Total Operating Revenues $253,893 100.0 % $226,756 100.0 %
======== ===== ======== =====
Operating Income:
United States Newspaper Group $ 3,242 27.3 % $ 7,139 46.0 %
International Newspaper Group 8,631 72.7 8,394 54.0
-------- ----- -------- -----
Total Operating Income $ 11,873 100.0 % $ 15,533 100.0 %
======== ===== ======== =====
United States Newspaper Group
Operating Revenues:
Advertising $ 92,861 65.2 % $ 84,552 65.2 %
Circulation 34,771 24.4 31,615 24.4
Job Printing and Other 14,715 10.4 13,603 10.4
-------- ----- -------- -----
Total Operating Revenues 142,347 100.0 % 129,770 100.0 %
======== ===== ======== =====
Compensation Costs 54,389 38.2 50,365 38.8
Newsprint 29,864 21.0 20,996 16.2
Other Operating Costs 42,944 30.2 40,367 31.1
Depreciation and Amortization 10,399 7.3 9,722 7.5
Expenses from Hollinger Inc. 1,509 1.1 1,181 1.0
-------- ----- -------- -----
Total Oper. Cost & Exp. 139,105 97.8 122,631 94.6
-------- ----- -------- -----
Operating Income $ 3,242 2.2 % $ 7,139 5.4 %
======== ===== ======== =====
International Newspaper Group
Operating Revenues:
Advertising $ 67,496 60.5 % $ 67,069 69.2 %
Circulation 41,278 37.0 27,851 28.7
Job Printing and Other 2,772 2.5 2,066 2.1
-------- ----- -------- -----
Total Operating Revenues 111,546 100.0 % 96,986 100.0 %
-------- ----- -------- -----
Compensation Costs 18,178 16.3 18,088 18.7
Newsprint 26,427 23.7 19,576 20.2
Other Operating Costs 55,436 49.7 47,691 49.2
Depreciation and Amortization 2,442 2.2 2,881 3.0
Expenses from Hollinger Inc. 432 0.4 356 0.4
-------- ----- -------- -----
Total Oper. Cost & Exp. 102,915 92.3 88,592 91.5
-------- ----- -------- -----
Operating Income $ 8,631 7.7 % $ 8,394 8.5 %
======== ===== ======== =====
EBITDA:
United States Newspaper Group $ 13,641 55.2 % $ 16,861 59.9 %
International Newspaper Group 11,073 44.8 11,276 40.1
-------- ----- -------- -----
Total EBITDA $ 24,714 100.0 % $ 28,137 100.0 %
======== ===== ======== =====
EBITDA Margin:
United States Newspaper Group 9.6 % 13.0 %
International Newspaper Group 9.9 % 11.6 %
Total EBITDA 9.7 % 12.4 %
</TABLE>
-8-
<PAGE> 11
United States Newspaper Group
Operating revenues in the United States Newspaper Group were $142.3
million in the first quarter of 1996, an increase of $12.6 million, or 9.7%,
over the same period in 1995. The Chicago Group's operating revenue of $78.5
million decreased $1.1 million, or 1.3%, due to a $2.2 million, or 4.0%,
decline in advertising revenues reflecting weakness in local economic activity.
American Publishing Company (formerly referred to as the Community Newspaper
Group) reported operating revenues of $63.9 million, an increase of $13.6
million, or 27.1%, over last year. The community newspapers acquired during
the fourth quarter of 1995 added $13.0 million to operating revenues, while
existing community newspaper operating revenues increased by $1.0 million.
This increase was partially offset by a decline of $.4 million at the Jerusalem
Post as it entered the down year in the job printing cycle for the local
"Golden Pages."
Operating costs and expenses increased by $16.5 million to $139.1 million.
Higher newsprint costs at existing publications caused $7.1 million of the
increase. Excluding this increase, operating costs and expenses would have
been 92.8% of operating revenue in the first quarter of 1996, compared with
94.5% in the prior year.
The United States Newspaper Group's operating income decreased by $3.9
million to $3.2 million in the first quarter of 1996, compared with $7.1
million in 1995. This was essentially due to higher newsprint costs and, to a
lesser extent, reduced advertising revenues within the Chicago Group, which was
partially offset by higher revenues and earnings among American Publishing
Company's community newspapers.
International Newspaper Group
Operating revenues for the International Newspaper Group were $111.5
million in the first quarter of 1996, an increase of $14.6 million, or 15.0%,
over 1995. Most of the advance could be attributed to circulation revenue
gains of $13.4 million and reflects an easing of the cover price war involving
THE DAILY TELEGRAPH.
-9-
<PAGE> 12
Operating costs and expenses of $102.9 million for the period were up by
$14.3 million from a year earlier. Higher newsprint costs caused $6.9 million
of the increase. Excluding this increase, operating costs and expenses would
have been 86.1% of operating revenues in the first quarter of 1996, compared
with 91.5% in the prior year. Costs and expenses also increased as a
consequence of the costs associated with product enhancements to strengthen THE
DAILY TELEGRAPH's competitive marketing situation. This includes the new THE
SUNDAY TELEGRAPH MAGAZINE, launched in September, 1995 and the "Connected"
supplement with THE DAILY TELEGRAPH on Tuesdays, launched in January, 1996
The International Newspaper Group's operating income increased $0.2
million to $8.6 million in the first quarter of 1996, compared with $8.4
million in 1995. Higher revenues were partially offset by higher newsprint
costs of $6.9 million and product enhancement costs of $3.2 million.
Net Interest Expense
Net interest expense increased $1.8 million to $12.6 million in the first
quarter of 1996, compared with $10.8 million last year. Most of the increase
was the result of higher average debt levels related to the cost of community
newspaper acquisitions completed in the fourth quarter of 1995 and the
purchases of additional Telegraph shares in December, 1995.
Equity in Earnings of Affiliates
Equity in the earnings of affiliates declined by $2.3 million to $3.4
million in the first quarter of 1996, compared with $5.7 million in 1995. The
Company's share of higher newsprint costs at Fairfax and Southam amounted to
$2.3 million during the first quarter of 1996. In addition, the Company's
share of first quarter 1996 costs recorded by Fairfax associated with the
termination of senior executives and redundancy costs related to the
opening of a new printing plant totaled $1.4 million.
Non-Operating Income
Non-operating income decreased by $10.0 million to $2.5 million in the
first quarter of 1996, compared with $12.5 million in 1995. The 1995 amount
included a gain on the sale of marketable securities of $11.9 million, while
nothing comparable occurred in 1996.
-10-
<PAGE> 13
Income Taxes
Income taxes of $1.7 million were recorded in the first quarter of 1996,
compared with income taxes of $7.3 million in 1995. The change in tax
provisions was essentially due to the change in earnings for the respective
periods.
Minority Interest
Minority interest was $5.4 million in the first quarter of 1996, compared
with $7.9 million in 1995. Most of the decrease could be attributed to lower
net earnings at Telegraph, primarily as a result of 1995 including the gain on
sale of marketable securities, and, to a much lesser extent, to the reduction
in the minority interest in Telegraph following the Company's purchase of
additional Telegraph shares in December, 1995.
Extraordinary Loss
The extingishment of three credit facilities during the first quarter of
1996, prior to their expiration dates, required the write-off of unamortized
deferred financing costs of $3.5 million before taxes with related tax benefits
of $1.3 million.
Financial Condition
The cash flow from operating activities, before changes in working
capital, was $13.6 million in the first quarter of 1996, compared with $15.5
million in the first quarter of 1995. This was the net result of various
factors, with the most significant single factor being a $9.8 million, net of
income taxes, increase, in newsprint and other paper costs for publications
owned in both quarters. Working capital reductions added $2.1 million to
operating cash flow in 1996. Working capital increases used $28.9 million of
cash in the first quarter of 1995, due to income tax payments, largely related
to gains on the sale of Telegraph shares in 1994, and accounts receivable
increases in 1995.
Cash used in investing activities was $2.9 million in the first quarter of
1996 and $1.6 million in 1995. The 1996 cash uses included the expenditure of
$5.1 million for various miscellaneous community newspaper acquisitions by
American Publishing Company in 1996.
-11-
<PAGE> 14
In the first quarter of 1996, the Company sold $250.0 million principal
amount of 9.25% Senior Subordinated Notes, through Publishing, and 16.1 million
shares of Class A Common Stock at $9.25 with combined net proceeds of
$384.6 million. Most of this was used to repay $310.8 million in previously
existing debt, while the remainder furnished the basis for $56.1 million net
cash inflow from financing activities in the first quarter of 1996. In the
first quarter of 1995, debt repayments and, to a far lesser extent, dividends
to minority interests caused an cash outflow of $85.4 million.
Consolidated net cash inflow for the first quarter of 1996 was $68.9
million and increased the Company's cash position to $92.7 million. The
Company also has a new and unused credit facility of $100.0 million available
and believes that it has sufficient means to provide for ordinary operating
cash needs.
Subsequent to the end of the quarter, the Company announced its intention
to purchase the minority shares in Telegraph at a cost of approximately $420
million. The Company has commitments for bank credit facilities and bridge
financing sufficient to finance this proposed transaction.
Other
Certain of the statements in this Form 10-Q may be deemed to be "forward
looking" statements. Refer to the Company's Annual Report on Form 10-K for a
discussion of factors that may affect such statements.
-12-
<PAGE> 15
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
The Company filed a current report on Form 8-K
on April 24, 1996, reporting an event under Item 5
on Form 8-K.
The Company filed a current report on Form 8-K
on May 3, 1996, reporting an event under Item 5
on Form 8-K.
-13-
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HOLLINGER INTERNATIONAL INC.
Registrant
Date: May 15, 1996 By: /S/ J. A. Boultbee
J. A. Boultbee
Vice President, Finance
and Treasury
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 92,684
<SECURITIES> 0
<RECEIVABLES> 140,633
<ALLOWANCES> 9,398
<INVENTORY> 23,164
<CURRENT-ASSETS> 270,099
<PP&E> 297,327
<DEPRECIATION> 107,865
<TOTAL-ASSETS> 1,652,602
<CURRENT-LIABILITIES> 201,336
<BONDS> 509,857
306,608
0
<COMMON> 731
<OTHER-SE> 433,749
<TOTAL-LIABILITY-AND-EQUITY> 1,652,602
<SALES> 253,893
<TOTAL-REVENUES> 253,893
<CGS> 242,020
<TOTAL-COSTS> 242,020
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,564
<INCOME-PRETAX> 5,217
<INCOME-TAX> 1,700
<INCOME-CONTINUING> (1,904)
<DISCONTINUED> 0
<EXTRAORDINARY> (2,150)
<CHANGES> 0
<NET-INCOME> (4,054)
<EPS-PRIMARY> (.06)
<EPS-DILUTED> (.06)
</TABLE>
